| Item 7.01 | Regulation FD Disclosure |
On June 25, 2019, Medtronic plc (the “Company”) issued a press release announcing that it had upsized the maximum aggregate purchase price of its Maximum Tender Offer (as defined below) from $3.0 billion to $4.35 billion. The amount of the Company’s Any and All Tender Offer (as defined below) remains unchanged, thus resulting in a combined aggregate amount for both Tender Offers (as defined below) of up to $5.525 billion ($1.175 billion in aggregate principal amount of the Any and All Notes (as defined below) and $4.35 billion in aggregate maximum purchase price of the Maximum Tender Offer Notes (as defined below)) from the prior $4.175 billion ($1.175 billion in aggregate principal amount of the Any and All Notes and $3.0 billion in aggregate maximum purchase price of the Maximum Tender Offer Notes). As previously disclosed the Tender Offers are subject to a debt financing condition. The Company separately announced that it had priced a registered public offering of €5.0 billion of senior notes which is expected to close on July 2, 2019, subject to customary closing conditions, the proceeds of which would be used to purchase notes in the Tender Offers. The Company expects the two transactions will effectively be leverage neutral. While the Company expects these transactions to result in lower fiscal year 2020 interest expense, slightly offset by increased U.S. tax, the results of the Tender Offers and the associated financial impact of these transactions will not be determinable until July 10, 2019 after market, at the earliest. Given that these transactions are not expected to be completed until late in the Company’s first fiscal quarter (“Q1 FY20”), the Company does not anticipate a material impact from these transactions to its Q1 FY20 financial results.
This Current Report on Form8-K contains forward-looking statements that are not historical in nature. Such forward-looking statements are subject to risks and uncertainties, including the risks related to the acceptance of any tendered Notes (as defined below), the expiration and settlement of the Tender Offers, the satisfaction of conditions to the Tender Offers, whether the Tender Offers will be consummated in accordance with terms set forth in the Offer to Purchase, dated June 24, 2019 (the “Offer to Purchase”), or at all and the timing of any of the foregoing, competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of medical products, government regulation and general economic conditions and other risks and uncertainties described in the Company’s periodic reports on file with the U.S. Securities and Exchange Commission including the most recent Annual Report on Form10-K of the Company, as filed with the U.S. Securities and Exchange Commission.
On June 25, 2019, the Company announced an upsizing of its previously announced tender offer by its wholly-owned subsidiaries, Medtronic, Inc. (“Medtronic, Inc.”), Medtronic Global Holdings S.C.A. (“MGH”) and Covidien International Finance S.A. (“CIFSA” and, together with Medtronic, Inc. and MGH, the “Offerors”), for up to $3.0 billion combined aggregate purchase price (excluding accrued and unpaid interest to, but not including, the applicable settlement date and excluding fees and expenses related to the tender offers) (the “Maximum Tender Offer”) of certain of the Offeror’s outstanding debt securities (the “Maximum Tender Offer Notes”), increasing the aggregate maximum purchase price for the Maximum Tender Offer Notes from $3.0 billion to $4.35 billion. The terms of the previously announced tender offer by the Offerors for any and all (the “Any and All Tender Offer” and together with the Maximum Tender Offer, the “Tender Offers”) of the $1.175 billion in aggregate principal amount of Medtronic, Inc.’s outstanding 4.125% Senior Notes due 2021 and Medtronic, Inc.’s outstanding 3.125% Senior Notes due 2022 (the “Any and All Notes” and, collectively with the Maximum Tender Offer Notes, the “Notes”) remain unchanged.
The Tender Offers are being made exclusively pursuant to the Offer to Purchase, which sets forth the terms and conditions of the Tender Offers, subject to the increases in the aggregate maximum purchase price for the Maximum Tender Offer Notes described above.
A copy of the Company’s press release announcing the upsizing is attached to this Current Report on Form8-K as Exhibit 99.1, and is incorporated herein by reference. The information contained in Item 8.01 of this Current Report on Form8-K and the press release attached hereto as Exhibit 99.1 is for information purposes only and do not constitute an offer to purchase the notes.
(d) List of Exhibits
